Mr. Tim Heenan reports

MIRASOL SIGNS MOU FOR THE SALE OF THE VIRGINIA SILVER PROJECT AND LANDHOLDINGS IN ARGENTINA FOR US$8 MILLION PLUS 2% NSR ROYALTY

Mirasol Resources Ltd. has signed a memorandum of understanding (MOU), under which Mirasol grants Ampere Metals Pty. Ltd. an exclusive right to enter into a definitive agreement to acquire the mineral rights and landholdings within Mirasol's 100-per-cent-owned Virginia silver project, located in the Santa Cruz province, Argentina.

Highlights:

• Ampere Metals to acquire Virginia Project for a total consideration of $8-million (U.S.): $5-million (U.S.) for the sale of the mineral rights and $3-million (U.S.) for the sale of the landholdings over five years of scheduled payments;
• Mirasol will retain a 2-per-cent NSR (net smelter return) royalty with the unilateral right to sell to Ampere Metals for a minimum of $2-million (U.S.);
• Virginia hosts an indicated resource of 11.7 million ounces at 357 grams per tonne silver and inferred resource of 7.9 million ounces at 184 grams per tonne silver;
• Mineralization remains open along strike and at depth;
• Numerous vein prospects outside and proximal to the resource remain untested;
• Drill ready targets fully permitted.

Discovered by Mirasol in 2009, Virginia hosts a high-grade, intermediate-sulphidation, epithermal-style mineralization in a series of prominent outcropping vein breccias. An updated resource estimate is contained within a series of nine outcropping veins hosting high-grade silver mineralization, constrained within conceptual pits, with an indicated mineral resource of 11.7 million ounces of silver at 357 grams per tonne silver and a further inferred mineral resource of 7.9 million ounces of silver at 184 grams per tonne silver (see news release dated Nov. 9, 2023).

"The sale of our Virginia silver project represents the first major achievement of our ongoing business development initiative and demonstrates the potential of our highly prospective yet undervalued portfolio of projects in Argentina and Chile," stated Tim Heenan, Mirasol's president. "The payments of $8-million (U.S.) over the next five years will contribute to our ongoing exploration on our flagship Sobek project and the remaining royalty will create significant value to Mirasol shareholders as the resource at Virginia continue to expand."

Terms of the Virginia MOU

Under the terms of the MOU, Mirasol shall grant Ampere Metals the exclusive rights to enter into a definitive agreement to acquire the Virginia project for total consideration of $8-million (U.S.), comprising: $5-million (U.S.) for the sale of approximately 68,000 hectares of mineral rights; and $3-million (U.S.) for the sale of approximately 37,000 hectares of associated landholdings and infrastructure as well as the associated tenements assets related to Virginia by making scheduled payments over five years:

• Milestone 1 -- signing definitive agreement ($4-million (U.S.) over four years):
  • $50,000 (U.S.) on signing the MOU;
  • $600,000 (U.S.) on signing definitive agreement;
  • $600,000 (U.S.) six months after signing definitive agreement;
  • $600,000 (U.S.) one year after signing definitive agreement;
  • $450,000 (U.S.) two years after signing definitive agreement;
  • $450,000 (U.S.) 2.5 years after signing definitive agreement;
  • $625,000 (U.S.) three years after signing definitive agreement;
  • $625,000 (U.S.) 3.5 years after signing definitive agreement;
• Milestone 2 -- completion of prefeasibility study ($3-million (U.S.) over one year:
  • $1.5-million (U.S.) four years after signing definitive agreement or on completion of prefeasibility study, whichever comes first;
  • $1.5-million (U.S.) 4.5 years after signing definitive agreement or six months after the completion of prefeasibility study, whichever comes first;
• Milestone 3 -- decision to mine ($1-million (U.S.) over one year plus 2-per-cent NSR royalty):
  • $1-million (U.S.) five years after signing definitive agreement or on the decision to mine, whichever comes first;
  • Mirasol retains 2.0-per-cent NSR royalty.

Upon completion of Milestone 3, Ampere Metals will have earned 100-per-cent interest in Virgina and Mirasol will retain a 2-per-cent NSR royalty. Mirasol will have the right to either sell the 2.0-per-cent NSR royalty to Ampere Metals for $2-(U.S.) million, which Ampere Metals is obligated to purchase. Alternatively, if Mirasol elects to retain the 2.0-per-cent NSR royalty, Ampere Metals will have the right, but not the obligation, to purchase a 1.5-per-cent NSR royalty for $3-million (U.S.) or the entire 2.0-per-cent NSR royalty for $4-million. The company and Ampere Metals have agreed to take all reasonable steps to finalize the terms of the definitive agreement within 120 calendar days from the date of the MOU. Ampere Metals may, at its sole discretion, extend the MOU period by an additional 30 calendar days upon payment of a non-refundable consideration of $25,000 (U.S.).

History at Mirasol's Virginia deposit

The resource contained within nine outcropping veins of high-grade silver mineralization (see news release dated Nov. 9, 2023) consists of:

• An indicated resource totalling 11.7 million ounces silver (average grade of 357 grams per tonne);
• An inferred resource totalling 7.9 million ounces silver (average grade of 184 grams per tonne);
• Based on a silver price of $25 (U.S.) per ounce and a 65-gram-per-tonne silver cut-off grade; the resource is reported using a new constraining resource pit focused on the vein/breccia high-grade component of the mineralization.

The nine silver deposits considered in this mineral resource estimate are mineralized from surface and are highly oxidized to the lower limit of drilling at 150 metres vertical depth. The primary silver mineral in the vein/breccia is acanthite, a silver sulphide favourable to conventional metallurgical processes.

The database for the estimation of mineral resources consists of the initial 223 drill holes for 23,116.55 metres, drilled from 2010 to 2012, and 191 channel samples, with 95.67 metres reported on SEDAR+ (Earnest and Lechner, 2016). The current resource estimate incorporates 70 new drill holes from 2020 to 2022, totalling an additional 10,247 metres. This update was based on a geological model delivered by Mirasol Resources.

In the halo/undefined zone with a recovery of 22 per cent, the resource pit declared in this report uses the conceptual pit parameters, assuming that the halo/undefined silver mineralization can be recovered with a cut-off grade greater than or equal to 250 grams per tonne silver, increasing the inferred resource by 500,000 ounces to 8.4 million ounces.

Exploration potential beyond the defined resource to expand mineralized footprint

Future drilling at Virginia will focus on increasing the inferred silver resources. The potential exists to increase the overall deposit by continuing to drill along strike and at depth of the silver veins included in the current resource. In addition, exploration of new and proximal vein prospects, which are already known to host high-grade silver from previously collected surface samples, will continue to add silver ounces as exploration continues. Focused geological mapping, detailed geochemical sampling and geophysics will help guide future drilling for the potential discovery of new mineralized zones.

About Mirasol Resources Ltd

Mirasol is a well-financed exploration company with over 20 years of operating, permitting and community relations experience in the mineral-rich regions of Chile and Argentina. Mirasol is currently self-financing exploration at two flagship projects, Sobek and Inca Gold, both located in Chile and controls 100 per cent of the high-grade Virginia silver deposit in Argentina. Mirasol also continues to advance a strong pipeline of highly prospective early-stage and mid-stage projects.

Qualified person statement

Mirasol's disclosure of technical and scientific information in this press release has been reviewed and approved by Tim Heenan, MAIG, the president for the company, who serves as a qualified person under the definition of National Instrument 43-101.

We seek Safe Harbor.